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Onin gasped as he suddenly woke up, the dragonborn's chest rising up and down as his eyes pierced the darkness of his room. For the briefest of moments he swore that there was someone in the room with him, but as he snapped his fingers and blue orbs of light sprung to life he found himself in an empty space. It wasn't the first time that he had woken up like this, and it had been growing increasing intense ever since he had brought in his latest pet project. Speaking of which, he mused, he found himself drawn back down towards the study where it had been housed over the last several months.

It was an artifact; one that was a rather simple purple statue that was more abstract then detailed, and whether it had been the artist's intention or just worn away from time it was indecipherable on what it was supposed to interpret. What Onin did know, however, was that it had come from the underdark, and that was what had piqued his interest. One of the things that the wizard dragonborn had dedicated himself to was the study of ithilids, or mind flayers in the common tongue. It was something that most didn't even bother with, considering that the species hadn't been seen in ages and were rumored only to dwell in the deepest depths of the underdark.

It had taken months, but Onin believed he had finally make progress. Strangely it hadn't been when he was reading the various tomes that he had stacked up, but instead during one of his more feverish dreams. He always believed that he could process information while he slept, and though they were slightly concerning, they had been slowly unveiling the truth like a flower in bloom. But as he got up and got dressed there was also a rather interesting side-effect of his excitement, letting out a soft sigh as he saw his erection jutting straight out as though pointing him to the direction of what caused it.

The artifact that he had been studying was kept in his study, which was where all the work he had been doing took place. All of the tomes that he had collected during his years of studying the illithid were kept there, along with his extensive literature of magic. Those books had been ignored for the ones that were stacked on the desk that talked about things like the underdark and the creatures that dwelled within it. While he wouldn't call it his life's work, the dragonborn wizard had been so fixated on the artifact that he had to be reminded to eat and sleep by his assistant that he saw while heading to his study.

"Ah, good morning, Master Onin," the elf said with a cheery smile. "Back to the grindstone, as it is?"

"You know me too well, Apprentice Dylan," Onin replied as he had a wry grin himself. He had already had his wizard robes on and his morning wood had gone down by this point, which was partially thanks to the fact that he had a mage who was directly under him helping with this mind flayer artifact. "Have you prepared your immolation practice?"

The elf nodded and then said that he was working on ice magic next, breaking only to get Onin lunch while he continued to seek the mysteries of the large statue in the room beyond. He felt like he was so close to figure out what was going on with this artifact, something that he believed was a depiction of the mind flayer that had held his attention for this long. Once more he found his attention being brought to the latest tome that he had been able to acquire, a book on psionics that were what he believed was the main source of illithid power. It was something that he had paid quite a few gold to get his hands on, a valuable addition to his collection.

The dragonborn wizard could feel his fingers trembling in anticipation as he went to the bookmark and opened to the next page, licking his lips as he got digging back into the information. The study of psionics was something that was brand new to Onin, and even though he didn't understand most of it he was starting to get the hang of the theory. Once more he found himself pouring into the manuscripts, breaking only when his elf apprentice came in with lunch, and then dinner while making sure he ate. At some point he had to get up and stretch, and as he did he noticed that night had fallen and the moon had started to rise once more.

Another day that he had spent pouring over the same book, Onin realized, but as he started to walk away from his desk he noticed that once more he had gotten a little overly excited. He found himself getting flushed in his scales as he found his focus shifting from the artifact to his groin, and as he looked down at the tent in his robes he wondered what was even going on. While he was sure that he wouldn't have to worry about Dylan barging in, the elf normally keeping to himself with his studies during the night. Despite that he found himself wanting to try and bring it down before he went out of his study, though as he reached in to grip the throbbing shaft something caught the corner of his eye.

It was the artifact, and as his eyes caught a glimpse of it he was surprised to find that it was pulsating with a purple glow. That was new... and as he went over to explore it further the light faded and once more it went inert. For the briefest of moments something had finally happened with the artifact, but he didn't know how he had managed to make it happen. As he thought about what he had possibly done in order to make it happen he found himself looking down, noticing that his hand was still gripped around his shaft.

Suddenly the dragonborn wizard found himself flush with embarrassment that he was standing there with his draconic dick in his hand, but as he gave it a stroke he found that there was the faintest glimmer of purple glow that could be seen. As he looked back at the book that he had just been reading Onin remembered that psionics depended on mental power instead of the summoning of magic in the world, and that emotions could be an enhancement or a detriment to the experience. As someone that had never really practiced using psychic energy before he wasn't even sure he had the capability to harness such power, and as he brought up a hand to concentrate on the artifact nothing seemed to happen. It was enough to give him pause, but even with his curiosity being piqued he was also still feeling the tingling of lust that he had felt earlier was growing stronger the longer he stood next to it.

Definitely time for a break, Onin told himself as he stuffed his maleness back into his pants and went up into his private room. While he and Dylan shared many of the accommodations of his domicile, there was one area that he kept all to himself. It included a specialized bathroom that was powered by his own magical machinations. As he walked into the stone tile room he shed his robe, leaving himself completely naked to take a shower and try to relieve himself of the strange feelings that were coursing through his mind and body. As he stepped into the magically carved basin he saw that he was still half-hard despite his best efforts, and when he tried not to think about touching himself it only brought his thoughts back to the artifact and those that he had been studying.

The illithids were such a enigmatic species, Onin thought as he used a bit of magic to get the water to heat up while he was under it. As it started to cascade down his grey scales all his mind could seem to focus on was what he knew about them, and even with spending years of his life dedicated to it he didn't know too much about it. There were a few sketches that he had managed to get his hands on during his gathering of information, along with stories of those who survived encounters with them. They were few and far between though, but as his mind went back to those pictures he found himself groaning and lurching forward from a powerful surge of pleasure and psychic sensation.

The wave had caught him off guard, and as he began to pant he found himself bracing against the side of the wall while he tried to ride out whatever was happening to him. There was another groan that escaped his lips as he clenched his teeth, and as he tried to pull back on the physical sensations he was experiencing his eyes suddenly snapped open at the feeling of a presence inside his brain. He hadn't realized until that point that there was something there; though he had gotten inklings of strange thoughts and feelings over the last few weeks, he had just attributed it to the long hours he was putting in trying to study the artifact. But this was something else entirely, and once more it all seemed to focus around his needy member that was fully erect and jutting out from his body.

Onin huffed and attempted to clear his head, but whenever he tried to do so the only thing he could think of was the artifact. There was definitely something in there, a tantalizing power that was just on the tip of his tongue as he found it running along his scaly lips. As a wizard he had no such grasp of what might be considered a profane ability, a manifestation of the mind that had caused his entire body to tingle just at the thought of wielding it. Somewhere in the back of his mind an errant thought had crossed that it also meant his usual magical defenses against any potentially corrupting influences would be useless, but before that idea could be made manifest it was obliterated by a surge of pleasure that had nearly caused him to fall forward. The dragonborn was so caught off-guard he had to brace himself against the shower wall as his cock pulsed, and as his hands went down to it he finally found what machinations had happened to his body while lost in his own thoughts.

The dark scales of his hands had turned into an alien purple flesh, slick and smooth against the light of the continuous flame spell that flickered above him. The shock of seeing the shiny webbing between his fingers, each adorned with a sickle-like black claw, was nothing compared to his maleness. While he was always considered big due to being a dragonborn, the thick shaft that was slowly rising up from his groin was far bigger and thicker then what he was used to. It had taken on a similar purple hue to his hands, and as he grasped it with the new digits he felt the sensitive flesh pulse in time with the power that was filtering into him.

Even in his lust-drunk state he realized that somehow the artifact was manipulating him, changing him into something else as he felt his muscles twitch and his spine pop slightly. Whatever power he had started to unlock within it had seeped deep into his psyche, and even as he continued to clutch the wall he found that the changes happening to him were... invigorating. The abilities that he had honed for so long as a wizard seemed like a parlor trick for children compared to the surge that he felt coursing through his system. As the water continued to cascade down his muscular body he could hardly feel it as he continued to hang his head down, thick drool mixing with the water as he realized his tongue had never retracted back into his maw.

When Onin tried to say something his eyes widened in surprise when it felt like his lips were fused to the appendage, his clawed hands rubbing up against it as his muzzle felt like it was starting to droop. As he could feel something happening inside his maw he realized in shock that his transformation was accelerating, and as he managed to get back upright he heard loud crackling sounds like paper being lit on fire and something falling off of him. As he stretched the developing muscles on his back he looked down and saw a number of blackened flakes settle at the bottom of his tub, though he couldn't see behind him the wizard knew that those were his scales that his body was shedding to reveal more pulsating purple flesh underneath.

As the panic began to rise up in the transforming wizard the only thing he could think of to stop it was to get back to his study where the artifact was located. Even though he was completely naked it didn't matter to him, his apprentice was likely in his chambers and with his frame starting to stretch and grow even his wizard robes would have a hard time fitting. Plus even with his hands no longer on his shaft it still felt like was getting stroked and fondled, and as he went down the stairs he could catch a glimpse of ethereal hands. It was similar to a spell that Onin actually knew, but they were pleasuring him seemingly unbidden.

By the time he got down to the study he was panting heavily. Onin's muzzle and tongue had continued to stretch the entire time that he was running down towards the stairs, and more than once as his draconic feet flapped against the floor it nearly caused him to trip. When he got to the door he practically burst through it, and when he did he finally found himself completely losing his balance and falling forward. With the transforming creature's limbs having stretched and become slightly ungainly there was nothing he could do to stop himself from taking a dive down onto the stone floor.

Except... as he closed his eyes and braced himself for impact, it never seemed to happen. After a few seconds he found himself opening his eyes to see that the floor was in front of him, but he never seemed to close the last few inches to finally fall. When it was clear that he wasn't going to be reaching the rest of the way he slowly brought his hands up, and as he started to try and push himself up he found his palms not even touching the floor when he tried to do so. That weightlessness began to be felt throughout the rest of his body as he went from being horizontal to being upright as he let out a gasp of shock.

The psionic energy that was flowing through his body had started to reach critical mass; but instead of feeling like it was about to tear him about like he had expected with such coursing power, instead it felt... invigorating. With his feet no longer touching the ground Onin found himself using his mind to bring his body towards the artifact, and as his mind and body was suffused with energy he found himself wanting so much more. Fortunately there was a reserve, a battery that had been part of the mind flayer society for so long that would give him exactly what he wanted. All he had to do was touch it, and with his corrupted mind focused solely on the pleasure and power that was coursing through his system he ignored every instinct that he developed as a wizard and laid his hands on it.

For the briefest of moments everything went completely silent, but no sooner had the purple glow of the artifact pulled into itself then the entire stone statue exploded outwards. Onin remained exactly where he was as the shockwave pushed everything in the vicinity outwards, but it only moved for a few inches before suddenly being locked into position. Everything became trapped in a stasis, even the shards of the statue, but as purple arcs of psionic electricity arched over Onin's body he was writhing and gasping in pleasure. His eyes began to glow with a violet light as he took in all the energy of the artifact into himself, his back arched as every muscle in his body bulged and swelled.

As ancient wisdom and knowledge flooded into his mind it felt like his brain was swelling, and though the transforming dragonborn couldn't see it he knew his skull was reshaping and pushing back while his horns completely fell away. It was the shedding of his old life, and as another spasm hit his body he started to feel his jaws cracking. His hands went up to his already elongated muzzle just in time to feel the upper and lower jaws split, reforming and merging with his tongue to become four distinct tentacles that continued to lengthen as they curled around his arms. With every change that happened to his body it only brought more feelings of dominance, and a greater need to exert this newfound influence on others as he rode the wave of changes that grew his muscular frame underneath alien purple skin.

Onin wasn't sure how long he had remained floating like that, his body twitching and spasming as draconic features were replaced with more eldritch ones. Eventually the power that had kept him and everything floating in the room suspended finally gave out, causing everything, including him, to drop to the floor. The newly minted mind flayer let out a groan as his body suddenly began to ache, the intense pleasure that came from absorbing the illithid energy ebbing away. Even as he slowly got to his feet though he found himself admiring his form, and as he flexed his muscular arms and lithe body he found himself looking in the mirror.

The creature that stared back at him was one that he didn't recognize, and as Onin took a few steps and saw the reflection doing the same all the changes in his body seemed to flip the switch in his mind. All these books on magic seemed superfluous to the power of his mind, and as he held out a hand he found the alien thoughts in his mind were swiftly shifting how he looked at the world. It was the rebirth of the illithid, starting with his own metamorphosis from the cocoon of the dragonborn that he had spawned from, he found the potential for this new form to be endless. But as he swiftly used his abilities to put things back into place he found his new instincts directing him to get started already, and with more ancient knowledge unfolding in his mind like a flower there was something that he wanted to test immediately as he gave his still throbbing maleness a psychic stroke.

**********

Suddenly Dylan sat up in his bed with a gasp, heart pounding in his chest as he looked around the dark room in shock. He had just finished his studies for the night and had settled in when he swore he heard his mentor calling for him down in the study. Even though that would have meant the dragonborn bellowing, something that Onin was rather opposed to doing since it disrupted the serenity of his tower, the words had come to him like they were whispered into his ear. It mattered not for the elf though, almost immediately the apprentice pulled himself out of bed and quickly got dressed so that he could do whatever his wizard mentor needed of him at this late hour.

As the elf got to the doors of the study, however, he found himself pausing as his entire body began to feel strange. It was as if he had just cast some sort of electricity spell, but the tingling was not from any sort of magic as a pressure started to get exerted on his thoughts as well. Even with the sensation of suppression on his mind, or perhaps because of it, he reached down to open the door and go inside. Before his fingers could even touch the metal however the wooden partition slid away for him, and as he stepped inside he saw something that had made him gasp.

The creature that hovered there in the middle of the room was unlike anything he had ever seen before. The only descriptor that came to his mind was squid-like as the creature continued to keep his hands on the sides of the glowing artifact, tendrils of purple psionic energy siphoning up the arms of the former dragonborn. "Yes... I suppose squid-like is one way to describe this form," Onin stated, Dylan once more gasping as he not only realized his thoughts were being read but also that the creature was speaking directly into his mind. "Also accurate, I don't possess the capability nor the desire to speak in such a way when I can merely transmit my thoughts directly to you."

"By the gods," Dylan said in awe. "I... don't know what to say..."

"There is no need for such talk," Onin replied as he slowly lowered his hands and turned towards him, floating down until his feet finally touched the floor. "You have been a dutiful apprentice and a rather avid learner, and seeing inside your mind I know that your desire for power is just as great as my own. Fortunately for you there will be no more need for such tedium as learning to control the forces of magic, not when we have a far more powerful force at our beck and call."

"We?" Dylan asked, swallowing hard as the mind flayer continued to approach him.

"Yes, in recognition of your service I have decided that you will join me," Onin replied, and as Dylan stood there in shock he suddenly let out a gasp as his body became suspended in the air, eyes glowing with a slight purple hue as an alien presence invaded his mind further. "I also happen to know of all those naughty thoughts that you've had, and considering this is your gift I will indulge in those pleasures while you take my side."

Dylan's entire body shuddered as Onin snapped his fingers and caused the clothing he wore to shred off of his body, leaving his elf body completely exposed. When he was able to look down at the mind flayer as his pose was being adjusted, his eyes widened at the huge cock that the tentacle creature sported. A chuckle resounded in his skull and he told him tha the wasn't ready for such advanced lessons yet, but that didn't stop the mind flayer from projecting what that sort of pleasure would be like along with a mental image of the elf impaled on his member. For the moment though Onin merely wanted to introduce his apprentice to his new studies, waving his arms slightly to spread his legs and reveal his groin.

Though the other creature was practically trembling in his psionic grasp he could see the elf was already half-hard and getting stiffer by the second, and though Onin already knew exactly how Dylan actually felt about his predicament it was still quite the physical indicator. As the mind flayer manipulated his body further he had the elf staring straight at him, those once blue eyes starting to pulsate with a purple hue just like the one that had ensnared him. Pleasure was filtered straight into the mind of the smaller creature as the illithid leaned forward, mouth tentacles rising up in the air and slowly touching the fair skin of the one before him. Almost immediately Dlyan's hips bucked up in the air from the stimulation of the slimy tentacles being slid across his skin, and as they wrapped around his thighs and hips it drew him closer to the orifice of the mind flayer that was in the middle of them.

With the elf so overwhelmed with pleasure he had lost the ability to even form words, but the groans and moans that came when the hot breath of the mind flayer washed over his erection was music to Onin's ears. He continued to coil his mouth tentacles around the body of the elf, and eventually it drew the tip of that throbbing member right to his maw. Though he could feel the other man shudder slightly at briefly seeing the ring of teeth, the illithid's psionic energy was able to skillfully guide it inside while the teeth retracted to keep him from getting injured. As those long tentacles continued to draw him forward the elf's trepidation at his mentor's transformation was quickly being drowned out by the pleasure that came from the inner muscles massaging and milking his cock.

The sound of the elf groaning was music to his ears, but Onin had far more in store for his apprentice then merely physical pleasure. As he started to use his mouth tentacles to push him in and out he could feel the mental defenses of the creature becoming porous, allowing his psionic energy to tendril its way into the mind of the one he was sucking off. Even with only being a mind flayer for less than a few hours he was already able to manipulate both the mental and physical world to his whim, the former wizard priding himself on being a quick study. The hands of Dylan suddenly grabbed onto his head as a surge of pleasure rocked him, and his hips thrust forward into that warm maw both men felt something happening within the gullet of illithid.

Onin let out a mental groan of his own as he felt the throbbing shaft inside him stretch out his throat even more, the elf's maleness stretching and mutating within the slick confines of his maw. Already he could see the shock on Dylan's face becoming something different, slight hints of the arrogance and dominating spirit of the mind flayer flickering on his facial features. As one of his tentacles slipped between the cheeks of the floating male, the psychic power kept anything but pleasure from filtering into the psionically corrupted mind of the one before him. When Onin looked up once more he could see the human's eyes were glowing purple as his breath was coming out in ragged gasps while hair began to fall out from his head.

With Onin able to channel the energy far more efficiently then the artifact, the elf's body had already begun to undergo the same transformation his mentor had. The moans coming from the one thrusting into the alien creature before him soon turned to cries of ecstasy, his swelling head snapping back as his changes reached a fevered pitch. With his face frozen in euphoria it looked like his tongue was flopping around out of his stretched mouth, only to be joined by three more tentacles that pushed their way out into the air. As purple flesh radiated up from his groin Onin continued to suck hard and push deeper into the hole of the changing man as Dylan's entire body bent forward and allowed the mouth tentacles to flop down onto his growing chest.

Soon there were no sounds that came from the changing elf at all, but Onin could still feel the powerful sensations that had locked the mutating brain of the creature he was sucking off. One thing that continued to move was the hips of the changing creature as he timed the climax of the other mind flayer's transformation and orgasm to hit at the same time. It didn't take long; as they both floated higher in the air he tightened his coils around the other mind flayer as the former elf's physique stretched and grew, eventually matching his own. As the new mind flayer bucked and writhed the psychic energy in the room was causing things like his desk to crack and his windows to shatter as the two mating mind flayers reached their peak at the same time.

Onin had been so focused on the one humping into his maw that he hadn't even realized that Dylan was already utilizing the powers given to him to return the favor. As the new ililthid's powerful musculature remained tensed their bodies remained floating against one another, psionically locked together during the peak of their climax. Both men were completely frozen as the waves of their augmented euphoria crashed down on them like a tidal wave, though both could feel their minds quickly settling and subverting the pleasure so they could still experience it and move normally. Their minds were already adapting to this new lustful existence, and even with them still feeling the aftereffects of such a powerful release they were already pulling apart from one another.

"Thank you, mentor," Dylan said telepathically, his words punctuated with a slight gasp as Onin pulled his maw off of his cock. "This truly is a gift."

"Indeed, though you are no longer my apprentice," Onin corrected as he flicked his hand, manifesting clothing around both of them as they continued to float there in the damaged study. "We are now equals, and together we will once more raise up the mighty empire of the illithids. Finding these vessels was only the first step, we must begin to find influence and thralls to aid us in our conquest."

Dylan merely nodded in agreement, their minds working in tandem with one another on a psionic level while also cleaning things up. The artifact had done its purpose; it had resurrected the illithid race and would soon unleash them once more upon the world...

The age of the mind flayer had begun.